The Breeder
by thebrokencradle
Summary: A mech freed from literal sex slavery finds himself running from his saviors to the arms of his captors. Some suggestive and mature content. Mentioned Slash and Mpreg. Ever so slight language
1. Prologue

Soundwave had never run so fast in his entire lifecycle. The struts in his legs shook with every pounding landing, one hand holding his photon gun while the other clutched his chest. He needed to get out of here, fast. He took another sharp turn in the Nemesis' twisted halls, slinking into one of the shadows as he waited for the Coneheads to pass.

"Hey there, Breeder." A voice hissed in his audial and Soundwave turned, stumbling out into the light as Motormaster reached out from the doorway of the rec. room, trying to grab the cassette player. Soundwave shot at the large truck before taking off down the hall again, heading towards the lift. When he arrived he unblocked his telepathy and forcefully locked up the motor functions of the two 'Cons in the room, racing over to the controls and tapping in a command, he had to get out of here, he had to. He couldn't live with being a Breeder again, confined to a berth with a parade of faceless mechs mounting him to produce offspring for the good of the specie.

"Soundwave!" Megatron's voice commanded the telepath, years of loyalty and training making him turn to face his leader. Megatron smirked and slowly slinked forward, looking for all the world like an enormous silver lion, red eyes intent on its prey. "Come here, Soundwave, and we will forget this… mutiny…" Megatron growled seductively, a velvet tongue on the neck of his lioness. Soundwave took a step back, backing into the consul, his shaking hand holding his gun level with Megatron's face.

"Soundwave: Breeder. Desires: Freedom from enslavement." Soundwave stated, his monotone voice wavering slightly.

"Of course, Soundwave, anything your spark desires, its yours, now stop this farce and put your weapon down." Soundwave stiffened and his weapon pressed against Megatron's chest as the larger mech slinked closer, large hands held up in a surrendering gesture.

"Megatron… Lying." Soundwave whispered before firing the shot.

* * *

"Prime?" Optimus opened his comm. Link wearily. It had been a long day and he had just been on his way to his quarters for some rest. However, fate seemed to be conspiring against him.

"What is it, Sideswipe?"

"Umm… yeah, if Soundwave were to suddenly drop from the sky and beg us on his knees to take us to the brig… We would be obliged to not do that, right? Because, you know, it might be a Decepticon trick?"

Optimus felt something fail in his CPU as he processed the words before sighing and rubbing the space between his optics – a habit he had picked up from Sparkplug no doubt – as he thought over the question.

"Is this even remotely related to your patrol or are you just trying to be funny?"

"I swear to Primus, God and any other diety, Prime, I am not being funny here. Soundwave is currently latched onto my leg begging me."

"Bring him in, then, put him in the brig, I'll be waiting for you."


	2. Chapter 1

Chapter 1

Soundwave remained limp and compliant as he was tossed carelessly into the brig by the twin hellions, sprawling across the floor limply. He paused, waiting for the familiar crackle of the energon bars activating before he relaxed, sitting up and looking around. After he was sure he was alone he began searching for those hidden clasps that hadn't seen use in vorns.

He managed to remove most of his bulk by removing superficial pieces of armor, including part of his legs and arms before moving on to his cassette tray self-consciously. He didn't want to remove it… but it felt so heavy on his frame and he just wanted to curl up with his cassettes and the armor would only get in the way. He removed the thick blue metal before ejecting his cassettes.

"Hey, Boss, what's up?" Soundwave stared down at Rumble, using the cassette-carrier bond to show the cassette what was wrong. Rumble immediately sympathized and climbed onto the berth Soundwave was seated on, Frenzy pressing up against Soundwave's side comfortingly. Rumble, Frenzy and Ratbat were the only cassettes who weren't Soundwave's own creations, but the cassette-carrier bond made the somewhat dependent on the player and emotionally attached in the same way as cassettes.

Soundwave sighed and laid back, Rumble and Frenzy sharing a brief, hidden thought over their twin bond.

::Man, I never remember seeing Soundwave without his armor.::

::He's pretty hot, isn't he?::

Before Rumble could respond there was a voice at the cell door and Soundwave stood, Ratbat hanging from his side along with Laserbeak and Buzzsaw on his shoulders. Ravage pawed after his creator carefully while Rumble and Frenzy flanked their carrier in a manner that a pair of body guards might.

"Care to explain why two of my warriors brought you here willingly?" Optimus asked, quirking an optic ridge at the carrier. Soundwave straightened.

"Soundwave: requests sanctuary and leniency." Optimus outright raised an optic ridge at that, looking at Soundwave's discarded armor skeptically.

"And what brought about this change of spark?" Soundwave stiffened, optic narrowed as he stood before the Prime.

"Concern: None of Prime's or Autobots'."

Optimus straightened as well, standing a good head taller than Soundwave.

"It is a concern of mine when the safety of my troops is compromised. How do I know that this isn't some elaborate plan Megatron set up?" it was exactly his style too. Sound wave paused, Laserbeak, Buzzsaw and Ratbat detaching from their carrier on a thought, the other cassettes looking politely away as Soundwave reached up to unclasp his cassette tray and abdominal armor. Everything clattered to the floor and Optimus stared at the barred body before him.

Soundwave's chest and abdomen harbored a complex system or tubes, wires and chambers, specifically designed to carry developing protoforms, more than one it seemed as well. The tight, compact metal skeletons were curled within the transparent metal chambers and Optimus blinked at the sight of Soundwave's spark. It was a shimmering gold, not the usual Decepticon red or even neutral purple. Optimus found himself captivated by the sight, catching himself before he leaned forward to get a better look at the cassette player's most intimate parts. Optimus looked away and nodded.

"You're a B class mech." He murmured and Soundwave nodded forlornly.

"Megatron: Planned to spawn more Decepticon warriors. Soundwave: Does not wish to be used again."

Optimus nodded. He had been one of the few Cybertronians who had frowned upon the use of Breeder bots. It was a violation of Cybertronian rights and literal sex slavery. While every circuit in Optimus ached to allow the cassette player complete and total freedom and amnesty and to promise protection, he knew it was not his place to do so.

"I will talk with my officers concerning your dilemma. For now you shall remain here."

Soundwave nodded and Optimus stared at the carrier before turning to leave, keenly aware of a red visor staring at his back.

* * *

Optimus knew to expect a riot, but this went beyond what he would have expected, even from his particular band of officers.

"Ya can't be serious, Prahm!" Ironhide barked, trying very hard to remain seated, even though it was obvious every instinct told him to go down to the brig and shoot Soundwave.

"I agree, allowing Soundwave amnesty? After all of his crimes?" Prowl asked, Red Alert seconding his mate's words.

"His crimes and past actions are most likely a result of his need for freedom. After all, the Autobots were the ones to support the Breeder programs and most Breeders were Decepticon slaves." Optimus stated reasonably, trying to calm his officers down.

"I still think it would be unwise to leave him in a room without any security-"

"He would not remain here as a prisoner, Red Alert, he would not be treated as one." Optimus stated firmly.

"Sh still don' like it, Prahm, what if he's here for information?"

"Which is why we will give him plenty of time to show his intentions, and no opportunities to steal information should that be his real purpose for being here." Optimus' statement was met with silence and Optimus continued. "He shall remain in the brig, separated from his cassettes, for a joor, after that we shall transfer him to private quarters."

There were some mumbles of agreement, but in the end it was settled:

Soundwave was staying.


	3. Chapter 2

Chapter 2

Soundwave had been with the Autobots for little over three days when it hit him. A familiar, aching, burning heat that pooled between his thighs and within his spark chamber, begging to be filled.

He stood in his cell, legs spread and fingers digging into his leaking, throbbing port, silently panting as he stood with his helm against the cool metal wall of his cell. He thrust his hips forward, uncaring of his guard as he writhed and slid to his knees, bucking his hips. He tossed his head from side to side, unable to help himself as he thrust his hips upwards, falling onto his back as he tried to soothe his aching port.

"Primus…" Soundwave turned his head to see his guard, a particularly cocky red Lamborghini, watching him with dimmed optics, taking in every movement. Soundwave rolled onto his stomach, pushing himself onto hands and knees, spreading his legs and thrusting his hips down as he stared at the lambo.

Sideswipe couldn't help but stare and want as he watched Soundwave put on his show. He was confused and frustrated at the bombardment of sensory data. His olfactory sensors were telling him that Soundwave wanted to mate, pheromones that smelled like sweet hot oil and lubricant fogging Sideswipe's CPU. The show Soundwave was putting on wasn't helping either. Sideswipe found himself approaching the cell, powering down the bars the approach Soundwave's kneeling form. He wrapped an arm around Soundwave's waist, pulling his hips back and retracting his own pelvic plating with a groan.

Soundwave thrust his hips back demandingly, rubbing against the Lamborghini's spike housing, causing it to retract and pressurize at the simulation of lubricant and friction. Sideswipe draped himself over Soundwave's back, the carrier throwing his head back and letting out a long electrical keen as the red sportscar impaled him, penetrating his long unused valve. He thrust appreciatively against the hard spike, whining and snarling as he bucked and wriggled his hips, pulling even more of the lambo into him.

Suddenly Sideswipe was torn off of Soundwave, the Breeder whining at the sudden loss, flopping onto his side and keening as he gazed up into the stern faceplates of Ironhide. The older mech seemed unaffected by Soundwave's scent, opening a comm. Link as he stared at the Breeder in heat.

"Prahm? Yeah, Ah think we'd a'better git that room prepared for our guest and gather the Ark for an announcement…"

*

Optimus wasn't sure just how attentive his soldiers were at the moment. Soundwave was standing in front of him, his extra layers of armor shed – still leaving him with decent bulk but showing off much softer curves and planes on his form – and he was obviously trying to keep his fingers from digging into his armor seams to alleviate his… problem. It seemed that only those with masks weren't being affected, though admittedly that wasn't many. Ratchet was biting his knuckles while Wheeljack looked perfectly oblivious to what was happening to his comrades.

"And as most of you are highly aware at this moment, Soundwave is going through his breeding cycle. He is not to be pressured or forced to do anything but he will approach those who he sees fit to mate with. You are to do whatever he says during this time, within reason." Though Soundwave didn't look like he had much more than interfacing on his mind at the moment. He was minutely shaking and Rumble and Frenzy were glancing at him nervously, whispering questions every so often to their carrier. "Dismissed, then."

Soundwave instantly dove into the crowd, Rumble and Frenzy voicing their protests loudly when Soundwave grabbed hold of Skyfire, dragging the large shuttle out of the room by a wing, Skyfire protesting loudly at the unashamed treatment he was being submitted to, his words cut off by a loud moan from his vocalizer when he was dragged into the nearest room, the door locking shut behind Soundwave. Rumble and Frenzy stared after their carrier before all six of the cassettes moved to flank the door, glaring at anyone who tried to open it.

*

Optimus had been heading to the rec room, a datapad in hand as he went to get his energon ration. He could have gotten it in his office, but he wanted to stretch his legs and check up on his troops. He jumped in surprise at the loud shout and thud from the rec room, raising an optic ridge in surprise. A strangled scream came from the rec room and Optimus un subspaced his weapon, cocking it at the ready and coding in the passcode for the room. He was infinitely surprised at the sight before him.

Soundwave lay on one of the tables, apparently thrown over it by Grimlock, the Dinobot grunting as Soundwave gave shrill, mechanical whines and cries as he was pounded into by the much larger mech. The visored mech's head tossed to the side in a libidous manner and his optic locked with Optimus'. Even with his face covered Optimus could fairly see the sexual desire that sparked in the visor when Soundwave spotted him, the cassette player arching and crying out as he overloaded, still facing Optimus.

Optimus blushed when Grimlock let out a carnal roar, the T-Rex groaning as he collapsed ontop of the tapeplayer. The Autobot leader hastily closed the door and began walking back to his office. He'd get someone to bring him his energon


	4. Chapter 3

Chapter 3

*

"So… You ever faced with Soundwave?" Sideswipe asked Frenzy as the cassette sat on the table. Frenzy buried his face in his cube and Rumble laughed loudly.

"Of course we faced Soundwave! Who do you think he had whenever he was hot and bothered? We're his cassettes so our CNA is completely incompatible with our carrier's, it was the only safe facing he could ever have without getting himself knocked up."

"What about baffles?"

"Breeders were never built with them and it's a dangerous operation to have them installed." Ratchet stated from another table. Where he and Wheeljack had been talking. "Being a Breeder is no light matter, back on Cybertron they would be used – often violently – and be forced to breed until they deactivated or their spark burned out. Soundwave is equipped to with six reproduction chambers, each only able to contain twins. Should he become impregnated that would mean that he would be giving birth to at least a dozen sparklings."

"That's…"

"Painful." Frenzy put in before Sideswipe could say anything. "Soundwave was Senator Ratbat's "personal assistant", what do you think the old mech needed a well known, exotic Breeder for?"

Silence and Frenzy continued. "Soundwave loves sparklings, but even he has a hard time carrying and caring for that many, Ravage, Laserbeak and Buzzsaw are the only surviving sparklings from Soundwave's brood with Ratbat, it broke his spark."

"But he turned Ratbat into a cassette, did he have personal feelings for him?"

"Were they sparkmates?"

Almost every mech in the room was eavesdropping in on the conversation and Frenzy was aware of what he should and should not let slip.

"Rumble and I were miners before we were Soundwave's cassettes, we were told that it was for specific purposes but we later found out that it was because of the lost bond between Soundwave and his deactivated sparklings. Soundwave requested that we be reformatted to help him, he never specified why. Ratbat… well, Batty was dead anyway, Soundwave saw no reason to waste a spark that could help him keep his own spark together."

"So he murdered a mech for his own selfish needs?"

"It ain't murder if the victim ain't dead." Rumble growled at the mech that had objected, stepping forward. "We saw a lot of crazy slag in the mines, but Soundwave… the Boss has seen worse. In the mines we were never approached, no one advanced on us or tried anything with us. Soundwave was constantly in some berth or another, suffering through a mech touching him and using him to "continue the species". They made it sound all self-sacrificing and all that slag but it was rape. Over and over. There are some things even Decepticons wouldn't do and that was one of them."

"Soundwave joined the cause because Megatron vowed to end slavery and protect Breeders, it wasn't the Decepticons who used him, it was the Autobots."

There was silence for a long time, only the sound of the television playing some news broadcast interrupting the silence.

The door cycled open and Soundwave entered, opening his cassette tray and calling for them to return for recharge.

When Soundwave left the rec room there was still silence as mechs stared into their cubes and vaguely avoided eye contact with their neighbors. After hearing about Soundwave's reasoning… They had to wonder about their own motivations for joining the Autobots… Were they really the ones in the right?

Optimus looked up from where he had been staring at his cube in a corner, unnoticed by his soldiers for once. He felt his spark throb and ache for Soundwave, pitying the Breeder bot for what he had suffered and silently promising to right what the Autobots had done wrong.


	5. Chapter 4

Chapter 4

*

Soundwave's heat cycle had ended and Optimus had gotten an amazing number of offers for Soundwave's return. Had he taken any of them after the last two months he could have gotten almost two years of a cease fire. Unfortunately, Soundwave had been diagnosed as carrying and they weren't about to send a carrying mech who had literally begged them for sanctuary back to Megatron, for any reason.

But the situation needed to be addressed, which was why Optimus was currently in his office, nervously looking at Soundwave as the mech sat in the comfortable chair in front of his desk.

"Energon?" Optimus offered, holding out a cube from his private stash. During days when he couldn't leave his office because of paperwork he always had a few cubes handy. Lately he hadn't been using them so he found it polite to offer.

"Please." Soundwave nodded and took the proffered cube in both hands, his long, slender fingers wrapping around the cube delicately.

It was one of the things that Optimus found captivating about the mech: his hands. They were unlike anything Optimus had ever seen, far more erotic than any pleasure model's body. They were slender with four joints on his fingers, his digits tapered to delicate curved points. They were used for gestures and they were constantly fiddling with something, exceedingly difficult to keep in one place for long. Soundwave would sometimes be caught tapping his faceplate with his fingers, almost looking like a human biting his nails.

"I suppose you know why you're here." Soundwave nodded, silent as he listened to Optimus. He was always so polite, listening to what others had to say before saying his honest opinion. No one could dance around a subject with Soundwave without visibly annoying him. Or at least… Visibly to Optimus…

There seemed to be a lot of things that Optimus saw that others didn't…

"I do not wish to be an Autobot, but I do not want to return to the Decepticons. Megatron has proven that he wishes to only further the Decepticon cause using my… ability…"

And he most certainly wasn't referring to the telepathy.

"If you… If you would like, you may remain at the Ark, not as an Autobot but as a guest."

"For how long?" Soundwave asked, suspicious even though his monotone voice didn't betray anything.

"As long as you like, your offspring would be well taken care of."

"And taught Autobot ideals?" The question was accusing, more of a statement than an inquiry and Optimus knew he had to tread carefully here.

"Ultimately, it is their choice, as well as yours." Soundwave thought for a moment before looking down at his cube.

"I will wait until my sparklings are born, then me and my cassettes will leave."

"For where?"

"Cybertron. Mars. Some other planet away from the war. I have grown weary of it and do not wish to continue the conflict with my offsprings' lives at stake."

"I wou- WE would prefer if you remained under our protection." Soundwave looked at Optimus and the larger mech knew that Soundwave had heard his slip. The mech placed his cube down on the desk, standing and moving to look straight into Optimus' optics.

"You?"

"Yes… I would prefer if you remained under my protection." Optimus whispered, reaching out and taking Soundwave's hand in his, staring at his scarred, bulky fist in comparison to Soundwave's smooth digits.

It was fascinating the difference between them. There was a series of soft clicks and Optimus looked up to see Soundwave's mask pulling back into his cheeks and jaw, the metal smoothing out and seeming to become part of his face. His face was pale, smooth silver metal with his lower lip colored the same white as his mask. His features were sharp, strong and chiseled like a Michelangelo statue. A slender hand reached up to the visor and Optimus stopped it, sliding his own fingers under the thin glass, tracing Soundwave's optics before removing the piece of glass, staring down into bright blue optics that were strangely narrow, like the humans of Asian descent.

Soundwave pushed forward, his fingers tapping at the facemask covering Optimus' own face. Optimus paused before slowly reaching up to trigger the clasps that held the piece of metal in place. It fell to the ground with a clatter and Soundwave stared at his whole face, taking in the missing plating and thin weld lines and patches where his facial plating was mismatched and shoddily patched back on.

What Optimus would give to have this. To have this moment and hundreds after it all to himself. He had sacrificed so much, was it really so selfish to wish for this one thing?

Soundwave traced his face, blue optics sadly taking in his mangled features before the soft hand dropped, Soundwave looking up at him.

"It is not possible." He whispered finally, pulling back and turning away. "I will give birth, I will leave, That is the simple solution."

"And the complicated one?" Soundwave paused at Optimus' question and Optimus felt a small swell of hope in his spark.

"Impossible." Soundwave whispered before turning and leaving the office. In the doorway he turned to look at Optimus as his visor was replaced and his face mask slid back into place. "If things were different, then I would be your sparkmate, Orion." The telepath whispered before leaving the room.

Leaving a broken-sparked Optimus behind him.


	6. Chapter 5

Chapter 5

Megatron growled to himself as he sat on his throne. The bridge was eerily silent, everyone treading as silently as they could around their violate leader. Three months and the silver warlord had become slowly more violate. He hadn't lashed out verbally or physically yet but everyone was waiting for him to spontaneously combust.

"Starscream." Megatron murmured and the seeker froze from where he had been sitting analyzing data. He turned to see his leader staring at him and began trembling as Megatron gestured for him to approach him.

The red seeker stood and walked over to the warlord, standing just beyond arms reach. Megatron looked up at his second, his expression unreadable as he rested his cheek on his fist. He reached out and slid his palm over the orange swell of Starscream's cockpit, causing Starscream to tremble minutely.

"You wouldn't hide anything from me, would you, Starscream?" He growled and the seeker was silent as he continued, moving his hands to Starscream's chest-vent, delving his fingers inside gently. "Not if it meant the continuation of our race… Of the Decepticon cause." Starscream opened his mouth to respond but was cut off by searing pain as his shoulder vent was suddenly ripped off.

He screamed as Megatron surged forward suddenly, tearing his vents and wings off before punching him in the cockpit, digging his fingers into his internals and tearing out wires and tubing, energon gushing across his arms and face as he dug through his Second-in-command brutally.

Starscream sobbed and begged for his leader to stop, weakly trying to push him away as the large mech tore him apart from the inside out.

When Megatron was finished the bridge was silent and Starscream was trembling in a pool of his own fluids.

"Decepticons! Prepare for an attack on the Autobots! We will be getting Soundwave back."

*

Soundwave screamed.

Soundwave SCREAMED. Absolute agony tore through his chest as he tried to keep his armor open, sobbing and clutching at the berth as Ratchet and Wheeljack performed the delicate removal of the protoforms.

"Hold on for us, Soundwave, they're almost out."

"Get them out of me!" Soundwave howled, his monotone voice broken and nothing but raw static pain echoed around the medbay and through the Ark.

Bluestreak stood outside of the medbay, watching Optimus pacing the ground, running his hand over his helm-crest as he glanced at the locked door.

"Um… Prime, Sir, are you alright?"

"I'm fine, Bluestreak." Optimus sighed.

"You look worried." Optimus was silent and Bluestreak fidgeted as the Prime continued pacing. "I mean, I'm worried too because I think one of the sparklings is mine and I really like Soundwave because he's a cool mech and knows a lot about music and stuff, but you seem, like, really, really worried about what's going on in there and…"

Bluestreak trailed off and Optimus looked up, surprised by the silence.

There was a sudden explosion that rocked the Ark and Optimus stumbled before he heard the comm. Message.

"Everyone report to defenseive positions! The Decepticons are attacking!"

*

Soundwave gasped and whined as the first protoform was pulled out. It was a red and blue mech, no bigger than the palm of his hand. It was Ironhide's sparkling… Or at least one of them.

"Shortround." Soundwave whispered as another was being pulled out, grunting and convulsing with the pain. This one was silver and red and wailed loud enough to wake the dead. "Nitro."

The telepath sighed, limply stiffening as one of his chambers was opened, pulling out two entwined blue sparklings. Tracks' sparklings. "Nanosec and Slo-Mo." * The two wriggled and cooed as they were placed in a small cradle.

Skyfire's sparklings were enormous and Soundwave couldn't help a scream as they were pulled from his chest, the twins wailing and screaming loud enough that Soundwave's own weak cries were drowned out.

"Jetstorm." Soundwave touched the blue plated mechling's head, moving to the bright red one's next. "Jetfire."

The younglings were placed aside as another batch came forward. This time one was bright yellow and green with a blue and yellow one following.

"Wasp and Glyph." Soundwave murmured, trying to keep his main processor online. If he offlined during labor he had more of a chance of deactivating permanently. Only four more, he told himself, only four…

Soundwave screamed and jerked as Ratchet pulled out Grimlock's sparklings, the two small creatures wailing and clawing at Soundwave's warm, dark chamber, wwanting to remain within the safety of their creator.

"Lockdown, Octane." Soundwave groaned, bracing himself for the last set.

"What the…" The red, white and blue sparklings were decidedly the most docile, clinging to each other and purring and cooing softly. They looked almost exactly like.

"Prima and Primus." Soundwave whispered before he allowed his systems to shut down into emergency stasis, optics dimming behind his visor and his spark dimming softly. Ratchet stared at the last two sparklings before sighing and laying them in a crib. This could all be sorted out later. A loud bang and the ship rocked, causing Ratchet and Wheeljack to dive for the cribs, Soundwave's limp form rolling off of the berth to land on the floor with a dull thud. Alarms wailed and Ratchet looked up at his friend.

"Decepticons."

*

Optimus and Megatron were locked in combat, the enormous silver mech winning against his rival.

"Give me Soundwave, Prime!" Megatron howled and Optimus growled, holding the mech away from his face.

"He has the right to choose, Megatron!"

"Optimus, Soundwave-" The two leaders turned to see Bumblebee pointing to Soundwave who was sending sonic pulses through the Ark, sending Bumblebee tumbling along with several others.

He was fully armed with his thick outer armor, his mask and visor in place as he held his hands over his chest, his speakers pulsing as he walked.

"Soundwave!" Optimus shouted over the noise, watching in horror as the mech looked at him with a painfully blank visor. "Soundwave, get back inside, it's not safe!"

"Soundwave! Return to me and you will not be punished!" Soundwave turned to look at Megatron, lowering his hands. He seemed frozen for a moment before he stated in his painful monotone.

"Rumble, Frenzy, Ravage, Laserbeak, Buzzsaw: Eject." His five cassettes ejected and Soundwave looked at Megatron. "Operation: Overthrow."

"Oh yeah!" Rumble leapt into the air, bounding towards Megatron while Laserbeak and Buzzsaw cawed and circled the silver mech.

"What is this?!" Megatron roared as Rumble bounded into him.

"You see, Megatron, Soundwave ain't so happy with being society's bitch. An' we've been thinkin' that he deserves a bit better than your ugly mug."

Soundwave was smirking behind his mask as Frenzy broke Megatron's shin strut. Megatron hunched over and Rumble stared up at him, eyelevel with the enormous kneeling mech.

"An' seriously, he's got better."

"Yeah, he's got Prime." Frenzy stated and Prime jerked, looking over at Soundwave who was looking at him, visor glinting with a strange light.

"So you better leave him alone!" Rumble shouted, decking Megatron one in the faceplate.

Many people didn't remember that Rumble and Frenzy were miners before they were reformatted, and even fewer knew that the cassettes still packed powerful punches.

Megatron groaned as he fell back, Starscream sounding the retreat as the Constructicons grabbed Megatron.


	7. Chapter 6

Chapter 6

Soundwave chuckled and bounced Prima on his knee, the sparkling clicking and squealing loudly as he waved his tiny servos in the air. There was a knock on the door and Soundwave looked up.

"Come in." He called and the door hissed open, revealing Optimus standing in the doorway.

"We need to talk." Soundwave shrank slightly but Prima squealed at the sight of his creator. Optimus stared at the sparkling, his gaze unreadable as the sparkling clicked and struggled to get to him.

"Prima…" Soundwave whispered, stroking his sparkling's back to try and soothe him back into a calmer state. Prima, however, was not to be swayed as he groped for his creator.

"I do not remember ever interfacing with you." Optimus whispered. "How can they be mine?"

Soundwave looked away.

"I… I didn't want you to let your emotions cloud your judgment about them." Soundwave whispered. "They are not like the others… They will become so much more…"

"Because they are mine?" Optimus asked somewhat coldly. Soundwave looked down and when he looked up again his visor and mask were retracted.

"Because they are yours and mine." Soundwave whispered, standing up with Prima in his arms. "I took some of your spark plasma and CNA, I had Rumble and Frenzy implant them into my spark."

"Because you couldn't stand the thought of interfacing with me?" Optimus snarled, suddenly releasing a burst of anger.

"No!" Soundwave turned away, hugging Prima to his chest tightly.

"Then why not, Soundwave, Rumble and Frenzy said that you had me, you've never had me and I know it's not because I don't want it. Tell me what you're playing at!" Optimus rarely lost his temper but this was aggravating.

"I… I don't want to love you." Soundwave whispered finally, his monotone crackling with static.

"You don't want to…"

"I do not believe in love, I don't want to believe in it either." Soundwave whispered. "I don't want to fall in love with you."

"How do you know you will?" Optimus asked, stepping forward.

"Because." Soundwave whispered, turning and looking at Optimus. Optimus felt something tugging at his spark as the other mech stepped forward. Soundwave offlined his optics for a moment and the sensation soon became all Optimus could focus on. His spark was going mad, trying to tear itself from his chassis to get to Soundwave. The other mech seemed similarly affected, whimpering and cringing as he stepped away, as if distance would quell the aching pull of their sparks.

"What…" Optimus stepped forward and pressed his hand to his chestplates.

"I don't want to fall in love with you." Soundwave whispered, turning away. "I don't want to destroy you, just like I destroy everyone else."

"You won't destroy me, Soundwave." Optimus whispered, pulling the smaller mech closer. "I love you."

"No!" Soundwave sobbed, his façade breaking completely. "No! No! You don't!" He turned away, clinging to Prima. The sparkling squealed in distress at it's creator's disturbed emotions, clinging to Soundwave's hands and gnawing at a finger to snap Soundwave out of it.

"Soundwave!" Optimus grabbed Soundwave, wrestling the sparkling away and into his recharge berth before grabbing Soundwave's face, shaking him slightly. "What is wrong? Why can't you love me?"

"Because I don't want to lose everything again!" Soundwave sobbed, grabbing Optimus' arms. "I loved him too and he died! I killed him! My own bondmate, I killed him! He killed my sparklings so I killed him!" The Breeder was babbling now and Optimus could do little more than hold the mech before he finally shut down, limp and offline in Optimus' arms.

Some questions would need to be answered later on.


	8. Chapter 8

Chapter 7

Soundwave sighed and onlined slowly, finding deep comfort in the warm body beside his own. His spark thrummed, content for the moment and the tapedeck had to frown. He sat upright, optics onlining with a flash of golden light and he stared at the destroyed faceplate before him. Optimus was sleeping beside him, arms curled around his smaller frame and mask removed, his mouth slightly opened and optics offline.

SQUEAL!

Soundwave jumped and saw one of the sparklings crying and stood, bustling over and opening his tapedeck. He slid the sparkling in, the wriggling bundle of joy calming almost instantly when it's twin was added. Soundwave sat down again, stroking tiny heads and sending little ones back into recharge.

"I don't know how you survived this for so long." Optimus chuckled and Soundwave was silent. He recalled what had happened last night and no doubt he would need to justify himself. "You share an amazing bond with them."

"They are my sparklings. Part of my spark turned into a new life."

"You would do anything for them?"

"I've killed and bled and wept for them."

"Who did you kill?"

"Ratbat, but technically he isn't dead."

"Let's put aside technicality for a moment." Optimus stood behind Soundwave, hands stroking his shoulders. "Tell me…"

Soundwave cycled a vent and shuddered, covering his optics before looking at a blank patch of wall.

"I was sold to Ratbat when I was very young, barely old enough to understand that I was his slave… I… I didn't know what he was doing to me until I was pregnant. I gave birth to his sparklings, all twelve of them, They lived for about four earth years before Ratbat began taking them. The weaker ones he killed. The ones that were sick, he killed. The ones who displeased him, he killed. Ravage, Lasorbeak and Buzzsaw were the only survivors…" Soundwave looked up at Optimus. "I killed him because he took the only things that ever mattered to me." Soundwave's hand rested on his cassette tray. "He tore my spark apart, I merely returned the favor."

Optimus was silent for a few moments before Soundwave turned to look at him.

"Optimus…"

The Prime was silent as he swept past the Breeder, walking out of the room and down the hall.

"Optimus! Please!" Soundwave froze just outside of his quarters, covering his faceplate and optics before rushing back into the room, shutting the door and slumping against it, sliding to the floor and burying his face in his knees. "Optimus… I'm sorry…"


	9. Chapter 9

Chapter 8

Optimus raised his hand for the fifth time in the last hour to knock on Soundwave's door. And for the fifth time in the hour he dropped it and leaned against the opposite wall.

"Prime?" Optimus didn't look up, didn't even register the hail. "Optimus?" He jumped when a small hand rested on his shoulder, turning to see Soundwave standing beside him, looking at his feet.

"Soundwave." Optimus straightened, turning to the smaller mech. "Is something wrong?"

"Well, you've been standing out here for an hour." Soundwave's hand hadn't moved from Optimus' shoulder. "I was worried."

Optimus stood silently, staring down at the other mech, Soundwave was older than him, that much must be true. Orion Pax had come from a generation where Breeders were very rare. Most mechs were built back then, not born as sparklings. Soundwave had to be at least a millennia older than Optimus, if not more. Yet how such a wonderfully ancient being could seem so young and gentle… Optimus had to wonder at Soundwave.

"Optimus?" Optimus returned to Earth, looking down at Soundwave. "Optimus I…" Golden optics flickered warily and Soundwave composed himself. "I want to give you a chance… I want to give you sparklings… You have no idea of how much I simply WANT for you." He grasped Optimus' large servo in his smaller one, kissing the knuckles gently in an ancient sign of affection. "I've done things in my past that I wish I hadn't… But they are a part of me… I am willing to try and be your bondmate… If you'll accept me as I am."

"Soundwave." Optimus smiled and pulled the smaller mech close. "Of course… Soundwave this is what I've wanted for so long… I love you."

"I…" Soundwave stumbled and clung to the larger mech. "I love you… Orion… Optimus…"

Optimus smiled, and with a thought his mask was gone and he was kissing Soundwave in the middle of the hallway like the lovestruck fool he was. Sound wave kissed him back, pulling him towards the door to his quarters, parting only to lock the door before they were on the berth in a tangle of limbs.

Soundwave wriggled and turned so that he was facing Optimus, his pale lips trembling as Optimus straddled him. Optimus gently smiled and nuzzled his mate, kissing and mouthing his mouth and chin, nuzzling beneath his chin against his throat, kissing the flexible tubing and delicate dermal plating as Soundwave trembled and curled his arms around him gently. The younger mech felt strangely inexperienced as he fumbled for the clasps of Soundwave's chestplate, the mech chuckling as he undid the complicated latches himself, his armor falling aside as he allowed Optimus to remove his own armor. Optimus took Soundwave's legs, hooking them over his shoulders as he pressed his pelvis to the older mech's port. Soundwave sighed and parted his plating, smiling as he allowed Optimus to enter him slowly.

Soon their sparks were revealed and merged, Optimus thrusting his cable into Soundwave's port as he curled around the older mech, Soundwave's thoughts flashing across his vision in a swirling vortex of colors and emotions far too fast for Optimus to keep up with one for more than a moment. The colors seemed to engulf Optimus and suddenly he knew what each one meant, what each train of thought led to and how it connected to others. Soundwave was smiling at him, open and vulnerable as he showed Optimus just how much he knew and how old he was.

Optimus was amazed that Soundwave was not only a Breeder, but one of the first Breeders. That explained why he was built to accommodate so many sparklings and why he seemed so much younger. He matured at a slower pace than most Breeders so as to be able to draw out his fertility.

Suddenly overload took them and Soundwave gasped and clung to Optimus as they offlined, the larger mech collapsing ontop of Soundwave, still connected to the flurry of thoughts within the telepath's mind.

The final thought they shared – whether it was Optimus' or Soundwave's or both didn't matter to them as they lost themselves to blissful darkness – was a soft whisper across their consciousnesses.

_**So this is what love is like…**_

_**The End**_


End file.
